Henderson v. Windrush Operating Co., L.L.C.

128 So. 3d 283, 2013 WL 4451052, 2013 La. App. LEXIS 1682
CourtLouisiana Court of Appeal
DecidedAugust 21, 2013
DocketNo. 47,659-CA
StatusPublished
Cited by4 cases

This text of 128 So. 3d 283 (Henderson v. Windrush Operating Co., L.L.C.) is published on Counsel Stack Legal Research, covering Louisiana Court of Appeal primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Henderson v. Windrush Operating Co., L.L.C., 128 So. 3d 283, 2013 WL 4451052, 2013 La. App. LEXIS 1682 (La. Ct. App. 2013).

Opinions

WILLIAMS, J.

h The defendants, Windrush Operating Company, Thomas Gaylord, Mecom Oil, and John Mecom, III, appeal a judgment ordering the rescission of an amendment of an oil and gas lease on the ground of fraud, resulting in cancellation of the lease. Concluding that the trial court was clearly wrong in finding the existence of fraud, we reverse.

FACTS

Harry Scott Henderson (“Henderson”) is a former chief of the Bossier City Police Department. After retiring, he and his wife, Sherry, have raised cattle and horses on their land in south Bossier Parish. Through the years, the couple acquired tracts of land totaling approximately 700 acres, located in Sections 28, 32, and 33 in Township 17 North, Range 12 West. The record indicates that these tracts were contiguous, with the largest part of the property in Section 33.

On February 28, 2005, the Hendersons granted a mineral lease to Windrush Operating Company (“Windrush”), which was owned by Dicky Dardeau and Thomas Gaylord. Henderson testified that he signed the lease without reading it, then read it sometime later. The lease provided for a primary term of three years for a $150 per acre bonus, with a 3/16 royalty. The lease included a typical habendum clause, provisions relative to continuous operations at the end of the primary term, and a Pugh clause.1 A memorandum of the lease was filed in the Bossier Parish conveyance records in November 2005.

| gGaylord and Dardeau presented themselves to Henderson as experienced oil and gas professionals. They told Henderson they would drill as many wells in the Cotton Valley formation on his property as law and spacing would allow. Dardeau and Gaylord visited Henderson numerous times and occasionally used his home as an office. Dardeau, Gaylord, and Henderson spent much time together drinking coffee, eating breakfast and lunch, or sitting in their pickup trucks talking.

Gaylord discussed Henderson’s family, cattle business, and finances with him. He advised Henderson to develop a business plan for his ranch. Gaylord suggested a meeting with his financial planners in [286]*286Houston so Henderson could learn how to best manage the money he would make when his wells began producing.

The Hendersons visited Gaylord and his wife in Houston in February 2007 to attend the Houston Livestock Show. No business was transacted during this social visit. Around this time, Gaylord introduced Henderson to John Mecom, III (“Mecom”), who was described as an “investor.” Mecom told Henderson that his family had been in the oil and gas business all of his life, that his father had once owned the New Orleans Saints and that he planned to drill a lot of Cotton Valley wells in Bossier Parish. During 2007, Mecom visited Henderson’s ranch. The men often talked about cattle, horses, family, and other matters not related to the lease. Mecom also spoke with Henderson about plans for his property.

In July 2006, Windrush assigned the lease to Global Explorer. Then, on February 23, 2007, Global assigned the Henderson lease to Mecom Oil [sNorth Louisiana, LP; Mecom Oil, LLC; Texas Ranger, Inc.; and Shyla Corporation (hereinafter collectively the “Mecom Group”). Henderson was unaware of the assignments to Global and the Mecom Group. In December 2007, Windrush assigned its overriding royalty interest to Carlo Roppollo, John Hyatt, C.D. Dickey Dardeau, Donna Dardeau, Thomas Gay-lord, and Linda Gaylord.

The Henderson No. 1 well was permitted and spudded in February 2007. This well was drilled in the middle of Section 33. According to information filed with the Office of Conservation, the state potential had not been performed until March 1, 2008. The state reports showed very little production. The Henderson No. 2 well

Henderson spoke to several neighboring landowners on behalf of Gaylord and Me-com regarding the lease of their mineral rights because he wanted to help the two men. Gaylord identified the neighbors that he wanted Henderson to contact. Henderson told those neighbors that he had leased his minerals to Gaylord and Mecom, whom he liked and trusted. Henderson thought that many of his neighbors signed mineral leases with Gay-lord and Mecom. Henderson also helped Gaylord obtain pipeline rights-of-way. Henderson did not expect any compensation for his work.

|4The first lease that Gaylord obtained from a neighbor involved the effort of Henderson to find the owner of the minerals in West Texas. Gaylord gave an overriding royalty from the lease to Henderson’s children in recognition of his help. Henderson began accompanying Gaylord to the Bossier Parish courthouse to examine property records. Henderson later searched the records on his own at Gaylord’s request. Henderson testified that he felt that Gaylord was his friend and that Gaylord trusted him.

Mecom, Gaylord, Dardeau, and Henderson talked in the fall of 2007 about starting a saltwater disposal company. A CPA was consulted and each person was asked to pay $1,000 to cover the cost of work that had been done in the initial [287]*287planning for the company. The four men eventually decided not to pursue this venture because of the number of trucks that would be driving on Henderson’s property, the cost of obtaining additional land and the uncertainty of obtaining the necessary permits.

A third well site was started on Section 33, but Mecom became discouraged with its prospects and decided not to drill on the site. At this third well site, a road was built, a pad was started, a pit was dug, and cattle gaps were installed. Henderson believed work was last done on the third well site in September or October of 2007. In any event, the third well was never spud-ded or drilled in Section 33.

In December 2007, Mecom gave Henderson a check for $10,000 as a gift. Mecom gave such large gifts to only two other individuals at the time. Mecom testified that he thought giving Henderson $10,000 was the right thing to do. The note that accompanied the check read, “Thank you for all kyour help and patience. This year has not been an easy one for all of us up there. I truly appreciate your trust and enjoy our friendship.” Mecom also wrote “Merry Christmas” on the note. He denied that he was hoping to win Henderson’s trust and friendship with the gift, or that the check had anything to do with obtaining a lease extension. Henderson did not think of the check as compensation; he thought of it as a gift from a friend. This gift occurred about six weeks before Henderson granted the lease extension that is the subject of this lawsuit.

Crews were on the lease in February of 2008 moving a pump from the No. 2 well to the No. 1 well in the hope of pumping off water that was thought to be suppressing the gas volume. The intention was to increase the low gas production, but the effort failed.

The three-year primary term of the Henderson lease was set to expire on February 28, 2008. Earlier that month, Henderson spoke by phone with Gaylord, who said that he and Mecom were coming to Bossier City and wanted to meet Henderson at a local casino restaurant to discuss a lease extension. Henderson stated that the terms and details of the lease extension were not discussed during the call, and that he had not agreed to the extension then or at any time before the meeting.

Following the phone call from Gaylord, Henderson spoke with Larry Scott, who has been Henderson’s close friend for 50 years. Scott had been involved in a prior oilfield deal that did not work out in his favor.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Cite This Page — Counsel Stack

Bluebook (online)
128 So. 3d 283, 2013 WL 4451052, 2013 La. App. LEXIS 1682, Counsel Stack Legal Research, https://law.counselstack.com/opinion/henderson-v-windrush-operating-co-llc-lactapp-2013.